VeriPark VeriChannel Terms of Use Agreement

  1. Definitions
    1. "Software" means the computer programs and documentation listed and described in Exhibit A (Licensed Software) attached to this Agreement, as well as any archival copies of such computer programs and documentation permitted by this Agreement.
    2. "Install" means placing the Software on a computer's hard disk, CD-ROM or other secondary storage device.
    3. "Use" means (i) executing or loading the Software into computer RAM or other primary memory, or (ii) copying the Software for archival or emergency restart purposes.
    4. “Implementation” means making necessary configurations and definitions on the Software in order to meet business requirements of the Licensee.
    5. “Customization” means making changes in certain allowed places in the source code or user interface or workflows of the Software in order to meet business requirements of the Licensee.
    6. “Enhance” means making the Software meet business requirements of the Licensee by means of implementation and customization.
    7. “Distributor” means the Licensor partner who is authorized to provide services regarding Installation, Enhancement and Usage of the Software
    8. “Proprietary Information” means the Software, (including manuals), documentation and any other information confidential to Licensor. 


  2. Grant of License
    1. Licensor grants to Licensee non-exclusive and non-transferablelicense to install, enhance and use the Software in Licensee's possession (the "License").  
    2. Licensee may make one (1) archival copy of the Software per computer on which its use is authorized, in non-printed, machine readable form, in whole or in part, provided that such copy is for Licensee's own use and that no more than that single copy is in use at any time. Licensee will make no other copies of the Software except as authorized herein.
    3. Title to the Software will remain vested in Licensor, and nothing in this Agreement will give or convey any right, title or interest therein to Licensee except as a licensee under the terms of this Agreement.
    4. Licensee can Install and Use the Software on test environments and for disaster recovery purposes without additional charge provided that the disaster recovery system is not in use while production servers are properly functioning. The Licensee shall also be authorized to deploy the software across multiple production clustered servers.


  3. Term and Termination
    1. The License commences as of the Effective Date of this Agreement, and remains in force until Licensee stops using the Software or until Licensor terminates this License pursuant to the terms herein. Upon termination of this agreement, Licensee will (i) return all copies of the Software to Licensor without demand or notice, or (ii) permanently delete or destroy all copies of the Software in its possession and submit to Licensor a sworn affidavit signed by Licensee attesting to such destruction. However, the Licensee will own the rights to continue using the software, which the licensee has already paid for upon termination.
    2. Except as set forth in the provisions of this Agreement that provide for automatic termination in the event of breach of confidentiality or unauthorized transfer, if Licensee breaches any material provision of this Agreement, Licensor may terminate this Agreement, provided, however, that Licensor has given Licensee at least fourteen (14) working days written notice of and the opportunity to cure the breach. Termination for breach shall not alter or affect Licensor's right to exercise any other remedies for breach.  


  4. Limitations on Use
    1. Licensee agrees that it will use the Software only in its own business, and not directly or indirectly for the use or benefit of anyone other than Licensee, and only pursuant to the scope of the grant of the License set forth herein.
    2. Licensee will not decode, decompile, reverse engineer, perform reverse analysis on or disassemble the Software.


  5. Limitations on Transfer
    1. This License is personal to Licensee and may not be conveyed in any way without the prior written consent of Licensor. Any purported sale, assignment, transfer or sublicense without such consent will be null and void, and will automatically terminate this Agreement.


  6. Confidentiality
    1. Licensee agrees to observe complete confidentiality with respect to the Software, and will not copy, reproduce, publicize or otherwise disseminate it to third parties. Any breach of confidentiality by Licensee will automatically terminate this Agreement. Licensee agrees that Licensor's remedies at law for breach of confidentiality are inadequate and that Licensor will be entitled to equitable relief, including without limitation, injunctive relief, specific performance and/or other remedies in addition to remedies provided at law.


  7. Licensee's Obligation to Notify of Infringement
    1. Licensee will immediately notify Licensor of any infringement or attempted infringement of Licensor's rights in the Software of which it becomes aware. Licensee will affirmatively cooperate with Licensor in any legal or equitable action that Licensor may undertake to protect any of its rights in connection with the Software.


  8. Warranty of Title
    1. Licensor warrants that it is the lawful owner of the Software and/or that it has the authority to grant the License specified herein.


  9. Software Warranty and Disclaimer
    1. Licensor warrants that the Software has been developed in a workmanlike manner, and in conformity with generally prevailing industry standards. Licensee must report any material deficiencies in the Software to Licensor in writing within three hundred and sixty five (365) days of the Effective Date of this Agreement. Licensee's exclusive remedy for the breach of the above warranties will be the correction of the material deficiency within a commercially reasonable time. THIS WARRANTY IS EXCLUSIVE AND IS IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY ORAL OR WRITTEN REPRESENTATIONS, PROPOSALS OR STATEMENTS MADE ON OR PRIOR TO THE EFFECTIVE DATE OF THIS AGREEMENT. LICENSOR EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES.


  10. Limitation of Liability, Indemnification
    1. Neither party will be liable to the other for special, indirect or consequential damages incurred or suffered by the other arising as a result of or related to the use or not being able to use of the Software, whether in contract, tort or otherwise, even if the other has been advised of the possibility of such loss or damages. Licensor's total liability under this Agreement with respect to the Software, regardless of cause or theory of recovery, will not exceed the total amount of fees paid by Licensee under this agreement.
    2. Licensee will indemnify and hold Licensor harmless against any claims incurred by Licensor arising out of or in conjunction with Licensee's use of the Software, as well as all reasonable costs, expenses and attorneys' fees incurred therein.
    3. Licensor will not be liable for (i) any incidental, indirect, special or consequential damages, including, but not limited to, loss of use, revenues, profits or savings, even if Licensor knew or should have known of the possibility of such damages, (ii) claims, demands or actions against Licensee by any person or (iii) loss of or damage to Licensee data from any cause.


  11. Protection of Proprietary Information.
    1. Licensee will keep in confidence and protect Proprietary Information from disclosure to third parties and restrict its use as provided in this Agreement. Licensee acknowledges that unauthorized disclosure of Proprietary Information may cause substantial economic loss to Licensor.  Licensee will mark printed materials containing Proprietary Information “Proprietary,” “Confidential,” or in a manner which give notice of its proprietary nature.  Proprietary Information will not be copied, in whole or in part, except when essential for generating or modifying Proprietary Information for Licensee’s authorized use. The Licensee shall be authorized to change the partners in case of License termination, and will reserve the rights to continue using the software
    2. Upon termination or cancellation of any license granted under this Agreement, Licensee will destroy (and, in writing, certify destruction) or return to Licensor all copies of the Software, the license for which has been terminated, and any other related Proprietary Information in Licensee’s possession. However, the Licensee will own the rights to continue using the software, which the licensee has already paid for upon termination.
    3. Licensee will inform its employees of their obligations under this paragraph and instruct them to ensure that the obligations are met.


  12. Patent, Copyright and Trade Secret Indemnification.
    1. Licensor, at its own expense, will defend and indemnify Licensee against claims that the Software infringes a patent or copyright or misappropriates trade secrets protected under law, provided Licensee (i) gives prompt written notice of such claims to Licensor, (ii) permits Licensor to defend or settle the claims, and (iii) provides all reasonable assistance to Licensor in defending or settling the claims.
    2. As to any Software which is or, in the opinion of Licensor, may become subject to a claim of infringement or misappropriation, Licensor may elect to (i) obtain the right of continued use of such item for Licensee or (ii) replace or modify such item to avoid the claim. If neither alternative is available on commercially reasonable terms, then at the request of Licensor, Licensee will discontinue use of the applicable Software, and Licensor will refund the license fees paid by Licensee for such product less a reasonable allowance for the period of use.
    3. Licensor will not defend or indemnify Licensee if any claim of infringement or misappropriation results from Licensee’s design or alternation of any Software, or results from use of Software in combination with any non- Licensor product.
    4. This paragraph states the entire liability of Licensor and Licensee’s sole and exclusive remedies for patent or copyright infringement and trade secret misappropriation.


  13. Maintenance
    1. No software maintenance is included under the terms of this Agreement. Licensor's obligations with respect to maintenance and support, including upgrades, if any, will be set forth in a separate written agreement between the parties. All software licenses upgrades, fixes, enhancements; shall be a part of the AMC agreement. All major changes shall be initiated by the Licensor via a Change Request Process with the Licensee.


  14. Relation of Parties
    1. Nothing in this Agreement will create or imply an agency relationship between Licensor and Licensee, nor will this Agreement be deemed to constitute a joint venture or partnership between the parties.


  15. Governing Laws and Disputes
    1. This Agreement shall be governed by and construed in accordance with the laws of United Kingdom. Any dispute that cannot be amicably settled that arises out of this Agreement shall be referred to the United Kingdom competent courts.


  16. Attorneys' Fees
    1. If any litigation or arbitration is necessary to enforce the terms of this Agreement, the prevailing party will be entitled to reasonable attorneys' fees and costs.


  17. Severability
    1. If any term of this Agreement is found to be unenforceable or contrary to law, it will be modified to the least extent necessary to make it enforceable, and the remaining portions of this Agreement will remain in full force and effect.


  18. Force Majeure
    1. Neither party will be held responsible for any delay or failure in performance of any part of this Agreement to the extent that such delay is caused by events or circumstances beyond the delayed party's reasonable control.


  19. No Waiver
    1. The waiver by any party of any breach of covenant will not be construed to be a waiver of any succeeding breach or any other covenant. All waivers must be in writing, and signed by the party waiving its rights. This Agreement may be modified only by a written instrument executed by authorized representatives of the parties hereto.


  20. Entire Agreement
    1. This Agreement, together with any attachments referred to herein, constitutes the entire agreement between the parties with respect to its subject matter, and supersedes all prior agreements, proposals, negotiations, representations or communications relating to the subject matter. Both parties acknowledge that they have not been induced to enter into this Agreement by any representations or promises not specifically stated herein.